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Terms and Conditions – Fleming Verandas UK Limited

1. General

  • 1.1 – All orders are accepted subject to the following terms and conditions which shall form part of and govern the contract of sale. Any variation of those conditions in any document of the Buyer is inapplicable unless accepted in writing by Fleming Verandas.
  • 1.2 – In these terms and conditions Fleming Verandas (the “Company”) means Fleming Verandas UK Limited of the Creative Industry Centre, Mammoth Dr, Wolverhampton Science Park, WV10 9TG, telephone: 01902212331 e-mail: sales@flemingverandas.com and you (the “Buyer”) means the party to whom this document is addressed.
  • 1.3 – Fleming Verandas provides services of, among others, installations of verandas and glass partitions.
  • 1.4 – These terms and conditions apply in preference to and supersede any terms and conditions referred to or offered by Fleming Verandas whether in negotiation or at any stage in the dealings between the parties with reference to the goods to which this contract relates. Without prejudice to the generality of the foregoing, Fleming Verandas will not be bound by any standard or printed terms furnished by the Buyer in any of its documents, unless the Buyer specifically states in writing separately from such terms that it intends such terms to apply and Fleming Verandas acknowledges such notification in writing.
  • 1.5 – No variation may be made to the contract of sale except by agreement in writing between the parties and signed on their behalf.

2. Quotations

  • 2.1– The placing of an order following Fleming Verandas quotation shall not be binding on Fleming Verandas unless, and until, accepted by Fleming Verandas and Buyer. An order accepted by Fleming Verandas may only be cancelled or varied with Fleming Verandas consent: the giving of Fleming Verandas consent shall not in any way prejudice Fleming Verandas right to recover from the Buyer full compensation for any loss or expense arising from such cancellation or variation.
  • 2.2 – Additions or alterations to orders, however made, shall not be binding on Fleming Verandas until they have been confirmed by Fleming Verandas in writing.
  • 2.3 – Costs subject to change on site during installation upon unforeseen difficulties in installation requiring additional work or customisation are to be explained and passed to the customer on final invoice or within 21 days of installation.
  • 2.4 – Any alterations made to the quote after deposit has been paid, require full payment at time of confirmation from Fleming Verandas via a new invoice.

3. Prices

  • The prices quoted are exclusive of United Kingdom Value Added Tax unless otherwise specifically stated in the contract, quotation and/or invoice. Any variation to prices resulting from taxes or levies shall be for the Buyer’s account.

4. Delivery

  • 4.1For Supply only purchases where goods are ordered by the Buyer for delivery at the Buyer’s request: (i) If a period is stated for delivery and such period is not extended by agreement in writing the Buyer shall take delivery within that period; (ii) If no period is stated for delivery, the Buyer shall take delivery of the goods as soon as they are ready; (iii) If the Buyer does not take delivery within the period the Buyer will reimburse Fleming Verandas storage and insurance costs. An invoice will be issued for the full amount of the goods on the last date on which delivery is due.
  • 4.2 In any other case:
    • (i) Any time stated in respect of delivery is given in good faith but is by way of estimation only and is not binding on Fleming Verandas.
    • (ii) Time for delivery, whether expressly stated or not, shall not be or be deemed to be of the essence of the contract of sale.
  • 4.3 Fleming Verandas will deliver the goods as near as possible to the delivery address as far as hard road permits. The Buyer shall provide at Buyer’s own expense the labour for unloading and stacking with utmost dispatch. Damage caused to the goods due to inadequate site access or careless unloading shall be at the Buyer’s expense.
  • 4.4 – Fleming Verandas shall not be liable for any loss or damage whether direct or indirect or consequential or in whatsoever way arising which is or might be occasioned to the Buyer or to any purchaser from the Buyer or customer of the Buyer arising out of or in any way due to any delay or default in delivery of any goods under the contract however caused.
  • 4.5 – Fleming Verandas shall be entitled to make partial deliveries of the goods unless

otherwise agreed in writing.

  • 4.6 – In the case of partial deliveries of goods, the Buyer will not be entitled to treat the delivery of faulty goods in any one installment, or the late delivery of any one instalment, as a repudiation of the whole contract.

5. Returns

  • 5.1 – Fleming Verandas does not do returns unless in accordance with clause 11, and the Buyer may not return the following goods: a) any bespoke products made to the Buyer’s specification. b) Any products damaged by the Buyer.
  • 5.2 – Once the initial deposit payment has been received by Fleming Verandas, no refund shall be given if the Buyer does not wish to proceed with the product and/or installation.

6. Packaging, Consignment and Carriage

  • 6.1 – Unless otherwise stated in the contract, and subject to the following provisions of this clause:
  • 6.2 – Goods will be consigned by the method of transport chosen by Fleming Verandas to the address specified by the Buyer for consignment of the goods (“the delivery address”).
  • 6.3 – Products may be delivered prior to agreed installation date at which point liability is with the Buyer to store materials safely and securely in their original packaging, and any associated costs will be recharged on the Buyer.

7. Transfer of Risk

  • 7.1 – The goods shall be at risk of the Buyer as soon as they are delivered to the delivery address unless otherwise agreed and Fleming Verandas shall be under no obligation to give the Buyer the notice specified in Section 32(3) of the Sale of Goods Act 1979.
  • 7.2 – After completion and signing off on the sat note, goods and risk are transferred to the Buyer.

8. Acceptance of Goods

  • 8.1 – The Buyer will be deemed to have accepted the goods unless the Buyer rejects them within 48 hour after their receipt at the delivery address, and shall be responsible to pay Fleming Verandas the cost of collecting the goods.
  • 8.2 – Fleming Verandas shall have no liability for goods delivered in a damaged condition or lost in transit or for shortages in delivery unless:
    • (i) In the case of damage or shortage of delivery, short details are endorsed on the carrier’s delivery note or receipt and notice in writing giving full particulars of the damage or shortage is received by Fleming Verandas and the carrier within 48 hours after receipt of the goods at the delivery address; and
    • (ii) In the case of goods lost in transit, notice in writing of the non-delivery is received by Fleming Verandas and by the carrier within seven days after the date of the advice note or invoice (as the case may be) is issued by Fleming Verandas.
  • 8.3 – Subject to the Buyer complying with Clauses 8.1 or 8.2 above (as the case may be) and subject to Clause 9 below, Fleming Verandas shall replace or make good any goods rejected by the Buyer or delivered in a damaged condition or lost in transit (or, in lieu thereof, at the option of Fleming Verandas, shall allow credit to the Buyer of the amount of the price of goods lost or rejected or a proportionate amount thereof in the case of goods damaged).
  • 8.4 – Fleming Verandas shall have no liability whatsoever, other than liability for death or personal injury due to Fleming Verandas negligence, including consequential loss in respect of goods rejected by the Buyer or delivered in damaged condition or lost in transit.

9. Specification

  • 9.1 – Unless otherwise specifically stated in the contract all specifications and particulars of weights and dimensions stated in the contract and in the supplier’s sales literature are approximate only.
  • 9.2 – Whilst every effort is made for these figures to be accurate, it must be understood that the specification of goods manufactured and supplied by Fleming Verandas is subject to normal trade tolerances.
  • 9.3 – Fleming Verandas reserves the right to change the specification of any goods quoted in its sales literature at any time without notice.
  • 9.4 – Whilst Fleming Verandas takes every precaution in the preparation of its literature, these documents are for the Buyer’s general guidance only and the particulars contained therein shall not constitute representations by Fleming Verandas and Fleming Verandas shall not be bound thereby.
  • 9.5 – In the event of a shortage of a particular component Fleming Verandas reserves the right to source alternative materials to a similar standard from an alternative supplier.

10. Design

  • 10.1 – It is the Buyer’s responsibility to ensure that all necessary approvals have been granted before manufacture commences.
  • 10.2 – It is the Buyer’s responsibility to satisfy theirself that the specifications are correct and that the goods are suitable and fit for the purpose prior to installation.

11. Quality

  • 11.1 – Fleming Verandas warrants that on delivery the goods shall:
    • (a) conform in all material respects with the specification; and
    • (b) be free from material defects in design, material and workmanship.
  • 11.2 – Fleming Verandas warrants its products in accordance with the warranties shown on its website and is product specific. Guarantees and warrantees are on the frame, fittings, polycarbonate, glass, fabric for a period of five (5) years excluding damage caused by external forces.
  • 11.3 – Fleming Verandas accepts no liability for any defect caused as a result of:
    • (a) the Buyer failing to follow Fleming Verandas’ oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the goods; or
    • (b) fair wear and tear, weathering, willful damage, act of God, negligence or abnormal storage or working conditions.

12. Payment

  • 12.1 – The following payment terms shall apply depending on the nature of the order:
    • (i) Bespoke orders incur a non-refundable deposit of 50% of the total order value and is payable at the date of the installation.
    • (ii) Supply only products require full payment at time of ordering or collection at Fleming Verandas warehouse.
  • 12.2 – For credit accounts, except where otherwise specifically agreed, payment must be made to Fleming Verandas address stated on its invoice or bank details.
  • 12.3 – If payment is not made on the due date Fleming Verandas shall be entitled to:
    • (i) require payment in advance of delivery of undelivered goods;
    • (ii) refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for

non-delivery or any delay in delivery; (iii) terminate the contract without refund of any payment made.

  • 12.4 – Unless otherwise agreed, the Buyer shall not be entitled to exercise any right of set-off or counterclaim against monies owed to Fleming Verandas for goods invoiced and delivered to Fleming Verandas.

13. Ownership of Goods

  • 13.1 – Subject to the following clauses, the goods shall remain Fleming Verandas property until payment in full of all monies due to Fleming Verandas under this contract and all other contracts between Fleming Verandas and Buyer.
  • 13.2 – The Buyer shall be entitled to sell the goods in the ordinary course of business, provided that the proceeds of the sale shall be held in trust for Fleming Verandas by the Buyer until payment of all sums due to Fleming Verandas by the Buyer under this contract and all other contracts between Fleming Verandas and Buyer.
  • 13.3 – Should the Buyer default in any payment when due Fleming Verandas will be entitled to repossess all the goods held by the Buyer which are still Fleming Verandas property, and for this purpose Fleming Verandas will take all necessary steps available in law (without prejudice to any other right or remedy arising out of such default in payment) and for this purpose Fleming Verandas will be entitled to enter upon any land or buildings on or in which the goods may be situated and to remove the same. All costs incurred by Fleming Verandas in repossessing the goods shall be borne by the Buyer.
  • 13.4 – Any goods so repossessed shall be sold and the proceeds of sale set off against the amounts due to Fleming Verandas by the Buyer. Any balance remaining of the proceeds of sale shall be paid to the Buyer. If the said proceeds of the sale are not sufficient the Buyer shall remain liable to pay to Fleming Verandas the amount remaining due, together with any interest accruing thereon.

14. Warranty

  • 14.1 – Warranty on all new Fleming Veranda installations is product specific for a period of five years provided care guidelines are followed by the Buyer and details can be provided upon request.
  • 14.2 – No warranty or guarantee is given on any repair work carried out by Fleming Verandas if the product was not originally purchased and installed by the Company.
  • 14.3 – Any damage caused to the installation by act of God, adverse weather conditions, including but not limited to rain, wind, lightning, extreme heat, cold, or snow, is not covered by guarantee or warranty and repair is at Buyer’s cost.

15. Limitation of Liability

  • 15.1 – Nothing in these terms and conditions shall limit or exclude Fleming Verandas liability for:
    • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    • (b) fraud or fraudulent misrepresentation;
    • (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
    • (d) defective products under the Consumer Protection Act 1987.
  • 15.2 – Subject to clause 15.1:
    • (a) Fleming Verandas shall under no circumstances whatever be liable to the Buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
    • (b) Fleming Verandas total liability to the Buyer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the total value of the order.

16. Health & Safety

  • 16.1 – Every effort will be made by Fleming Verandas and their Contractors to ensure installation work area is free from as many risks as possible, however due to the nature of the products and installations, power tools, electrical, cutting and drilling equipment will be used, it is the Buyer’s responsibility to remain clear of the installation area at all times to avoid risk of injury unless, and until, the project is completed and the installation team requests review.
  • 16.2 – Should the installation team be required to vacate the site, Buyer should not enter the working area and does so at their own risk.
  • 16.3 – Fleming Verandas accepts no responsibility for injury caused by Buyer or other persons ignoring these instructions or those given by the installation team.

17. Insurance

17.1 – Fleming Verandas are insured by insurers of recognized financial responsibility against such losses and risks including but not limited to insurance to carry out works, professional and employment liability and in such amounts as management of the Fleming Verandas believes to be prudent and customary in the businesses in which the Company is engaged.

18. Intellectual Property

  • 18.1 – The Buyer shall indemnify Fleming Verandas against all damages, penalties, costs and expenses to which Fleming Verandas may be liable as a result of work done in accordance with the Buyer’s specification which involves the infringement of any letters patent or registered design.
  • 14.2 – The Buyer acknowledge that photos, videos, individual imagery and promo materials taken of the job will be used by Fleming Verandas for marketing purposes via website, social media and print marketing, and signing of the sat note signifies acceptance.

18. Determination of Contract

  • 18.1 – Fleming Verandas may determine the contract if the Buyer make default in or commit a breach of the contract or of any other of Buyer’s obligations to Fleming Verandas, or if any distress or execution shall be levied upon the Buyer’s property or assets, or if the Buyer shall make or offer to make any arrangement in breach of the contract.

19. Right to Cancel

  • 19.1 – Subject to clause 5 above, if the Buyer wish to cancel its order, the Buyer must notify Fleming Veranda as soon as possible, and within 24 hours.
  • 19.2 – All deposits and items of orders are non-refundable.

20. Notices

  • 20.1 – Notices required to be given to Fleming Verandas shall be in writing and shall be sent to Fleming Verandas head office at Creative Industries Centre, Wolverhampton Science Park, Wolverhampton, WV10 9TG or via electronic mail: office@flemingverandas.com Notices required to be given to the Buyer will be sent by electronic mail or to the address specified by the Buyer for consignment of the goods unless a different address is specified for this purpose by the Buyer.
  • 20.2 – Notices shall be deemed to have been delivered on the next business day the electronic mail was sent or on the day the notice is delivered at the Fleming Verandas head office or the address specified by the Buyer for consignment of the goods or a different address specified for this purpose by the Buyer.

21. Force Majeure

  • 21.1 – No liability will be accepted for any failure of, or delay in, performance which is due wholly or partially to restriction by Government or other competent authority, strikes, lock-out, failures or to any cause whatsoever outside Fleming Verandas control.
  • 21.2 – Any waiver by Fleming Verandas of its rights hereunder in respect of breach by the Buyer shall not affect the rights of Fleming Verandas in the event of a subsequent breach by the Buyer.

22. Law

  • 22.1 These conditions and the contract shall be subject to and consulted in accordance with English Law, and the Buyer is deemed to submit to the exclusive jurisdiction of the High Court of Justice of England.

DISCLAIMER – By receiving these terms and conditions and acceptance of the quotation and/or invoice, I hereby confirm that I have read and agree to be bound by all terms and conditions stated above. I agree that the company (Fleming Verandas) has provided adequate notice of all delivery dates, payment schedules and that they have abided by all conditions pertaining to them.